UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 9, 2011
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-18706 | 95-3086563 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) | |||
| 1000 Park Drive | ||||
| Lawrence, Pennsylvania | 15055 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (724) 746-5500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 9, 2011, Black Box Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at NASDAQ MarketSite in New York, New York. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1. Each of the nominees for election to the Company’s Board of Directors (the “Board”) were elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:
| Name | For | Withheld | Broker Non-Votes | |||
| William F. Andrews |
14,823,966 | 1,914,895 | 431,277 | |||
| R. Terry Blakemore |
16,612,002 | 126,859 | 431,277 | |||
| Richard L. Crouch |
16,652,399 | 86,462 | 431,277 | |||
| Thomas W. Golonski |
16,569,534 | 169,327 | 431,277 | |||
| Thomas G. Greig |
16,567,277 | 171,584 | 431,277 | |||
| William H. Hernandez |
16,631,029 | 107,832 | 431,277 | |||
| Edward A. Nicholson, Ph.D. |
16,563,729 | 175,132 | 431,277 |
Proposal 2. The ratification of the appointment by the Audit Committee of the Board of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2012 was approved by the following vote:
| For: |
17,154,836 | |||
| Against: |
10,603 | |||
| Abstained: |
4,699 | |||
| Broker Non-Votes: |
0 |
Proposal 3. The compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting, was approved, on an advisory basis, by the following vote:
| For: |
15,655,219 | |||
| Against: |
400,248 | |||
| Abstained: |
683,393 | |||
| Broker Non-Votes: |
431,278 |
Proposal 4. The inclusion of a stockholder advisory vote on executive compensation every year was approved, on an advisory basis, by the following vote:
| 1 Year: |
13,973,424 | |||
| 2 Years: |
60,026 | |||
| 3 Years: |
2,015,225 | |||
| Abstained: |
690,185 | |||
| Broker Non-Votes: |
431,278 |
In light of the stockholder vote at the Annual Meeting on Proposal 4 as reported above, the Board has determined that the Company will include a non-binding, advisory vote in its proxy materials for its annual meeting of stockholders to approve the compensation of its named executive officers as disclosed in such proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Black Box Corporation | ||||||||
| Date: August 11, 2011 | By: | /s/ R. Terry Blakemore |
||||||
| R. Terry Blakemore | ||||||||
| President and Chief Executive Officer | ||||||||
3